All but Forgotten
by vLance
Summary: In another attempt to save Madoka by traveling through time Homura loses her memory and forgets everyone and everything about the past timelines. How will this effect everyone else with something big on its way to destroy them all? Rated T for violence, language.
1. Chapter 1

_**This is my first Madoka fanfic so bear with me if some of the characters are off a bit off. Enjoy!**_

* * *

Homura woke up in the same hospital bed she had woken up in so many times before. The bed was surrounded by things in every hospital room. An IV, a TV, some chairs placed awkwardly beside the bed, and something similar to a table for things to be placed on. She looked around blinking, trying to remember why she was here. She looked over at the window; giving a clear view of the morning sky. She closed her eyes; focusing on trying to remember, she knew there was something very important in the back of her mind.

She thought hard and images came in to her mind of evil creatures and other girls in odd cosplay looking outfits. One girl stuck in her mind in particular. Then she remembered lying in the water next to a pink haired girl with tears down her face as they said goodbye.

"Madoka!" She cried out. Her mind flooded with images of the many times she had watched her one and only friend die in front of her. She stood up, quickly remembering what she had to do, and made her way down the hall. She couldn't be late for her first day of school after all.

* * *

"Alright Class today we have a new transfer Student." Saotome (the teacher) called out from the front of the room. The classroom became filled with hushed voices of excitement and curiosity. They turned their heads towards the door as a tall, slim, purple haired girl walked in the room. As she stopped in front of the room she turned to face the class, flipping her very long hair. "This is Homura Akemi." Saotome gestured in her direction as the class once again erupted into an uproar of excited whispers and conversations about the gorgeous girl in front of them. Saotome pointed out to Homura where to sit and as she sat down she was swarmed by students asking questions.

As time went on Homura kept blandly answering questions and glancing over at Madoka as much as she could. She was sitting next to Sayaka and Hitomi, discussing something casually. "Excuse me but i dont feel well, could the nurse's aid take me to the nurse's office?" Homura asked blankly.

"Oh yeah, the nurse's aid is Madoka Kana-" The person responding was cut off as Homura got up and walked over to Madoka.

"I need to go to the Nurses office Ms Madoka Kaname." She stated blankly.

Madoka jumped and turned to Homura "E-eh what?" she asked, surprised. "O-oh sorry. Yeah ill take you." She said with a bright smile. Her smile brought out a small grin from Homura, unseen unless up close.

They went into the hall and began their journey to the nurse's office.

"Just take a..." Her voice trailed off as Homura took a left. "How did you know where it was?"

Homura didn't reply, she just checked if anyone was around. As she looked to the side she suddenly felt something slam against her foot, putting her at an angle with gravity pulling down on her. She let out a panicked squeak as she slammed her head on the floor with a loud noise, followed by a scream from Madoka.

Everything went dark...

* * *

Homura opened her eyes to the sight of a pink haired girl at the side of a bed she happened to be laying on. She looked around and appeared to be in a hospital or medical office. She blinked a few times before the pink haired girl noticed she was awake.

"Homura!" She cried and hugged her tightly. Then she quickly went back into her chair. "Oh, sorry i know we just met, is it okay to call you Homura? You can call me Madoka." She smiled widely at her.

Homura looked confused. "Who are you? Where am I? Who am I?" Her eyes were widened with confusion from the situation.

"Oh no..." Madoka looked panicked. "No, you lost your memory? please tell me this is some kind of joke."

"I cant remember a thing."

* * *

The next few hours were Homura explaining to the nurse she had memory loss and that she didnt have parents that she knew of. Her address was unlisted, as was her family. Madoka had offered to let Homura stay at her house and, having no other choice, Homura decided to stay there.

Homura and Madoka approached the Kaname residence and went inside. Madoka had already informed her parents of the situation and Homura would be sleeping with Madoka in her room until they figured out who her family was, or found somewhere else she could stay.

"You're welcome to stay as long as you need." Madoka's dad said with a smile.

"T-thank you." She replied sheepishly. She felt surrounded by strangers. She didn't know these people, and it seemed like they didn't know her either. Although this Madoka girl seemed to know her more than anyone else she'd seen.

"Homura we're gonna have dinner soon." Madoka informed her. "Hope you're hungry! My dad is a great cook." She gave Homura a bright smile, that made Homura smile as well.

_It feels like i've known this girl for a really long time..._

* * *

_**Alright so this first chapter was kind of short but whatever, hope you enjoyed. This chapter was mostly just to start everything off and prep everything in the future. See ya!**_


	2. Chapter 2

_**I just want to point out Homura will be the shy awkward girl she was in the original timeline since she doesnt have the memories that made her cold and serious. Enjoy! (And i made Homura's soul gem a ring instead of whatever it was before and i apologize.)**_

* * *

Homura's slowly pried open from the sudden light hitting them. She let out a noise; signifying her displeasure with the situation. She rolled around in a struggle for a few seconds before accepting her fate and looking up at the ceiling blankly.

"Homuraaa~" Madoka chimed as she stuck her head into Homura's line of sight with a smile across her face. "Let's get ready for school."

"Okay miss kaname." She said and somewhat smiled as she sat up and looked around the room. When her eyes once again laid onto Madoka she saw a displeased look on her face. "What's wrong?"

"I told you to call me Madoka!" She whined. She then turned and walked out of the room.

Homura saw that Madoka had laid out a uniform for her. "Why is she so nice to me?" She asked under her breath.

* * *

Homura walked beside Madoka on their way to school. "S-so we're in the same class?" Homura asked,

"Yeah we are!" Madoka responded happily. "Lucky you right?" She said with a giggle. "Just kidding I'm the lucky one." She smiled at Homura.

Homura smiled back with an awkward laugh.

"Maadookaa!" Someone screamed in the near distance. Homura looked to the left where another road led to a different part of the neighborhood and saw a blue-haired girl springing towards them.

Madoka made a tiny squeak as she was almost tackled to the ground by the girl as she hugged her. They both giggled before stopping and standing to make conversation before walking again.

"Hey Sayaka. Have you met Homura yet?" Madoka asked.

"First names already? Hm. Anyway I saw you yesterday and i heard you lost your memory. Hope you get it back soon. nice to meet you." Sayaka said with a wide grin; offering out her hand.

"N-nice to meet you too Mik-"

"Call me Sayaka if you want." Homura looked taken aback by the interuption.

"O-okay Sayaka." Homura smiled a little.

"Hey there guys!" Someone else called from the side. Homura jumped a little at the sudden noise.

"Oh hey Hitomi!" Madoka greeted as she hugged the green-haired girl tightly.

"No way Hitomi, Madoka's mine!" Sayaka giggled and attempted to pry Madoka off of Hitomi.

Homura stood back a little; nervously watching the friends mess around with each other roughly.

"Uh guys..." Homura murmured.

They stopped for a second and Madoka gave her a smile. "Oh sorry Homura!" She turned to the other two. "Let's get going, don't want to be late!" They started walking towards the school again; Homura staying beside Madoka the whole way there.

* * *

"Man i love it up here, why isn't anyone else ever up here?" Sayaka asked as she started at the clouds high above them; constantly moving with the wind. They had all decided to go onto the roof to eat lunch, which apparently Madoka and Sayaka did quite often, though Hitomi had decided to go with a few other friends.

Homura looked around her; astonished by the view. "You're right, this is cool." Homura said with a smile on her face. After enjoying the view they all got out their lunches to eat and chatted.

"Hey Homura, what's that ring anyway?" Sayaka asked with a curoious face. "Do you remember?"

Homura looked at her hand and saw the silver ring with a purple gem in the middle. Come to think of it she hadn't even noticed it before.

"I'm actually not sure..." Homura pulled the ring off of her finger and put it in her palm. "Hm..."

"Wahh!" She squeaked in surprise as the ring changed into something similar to a purple lantern or something.

"What the hell just happened?" Sayaka's eyes were wide and confused; as were Madoka's.

"I-I-I don't know..." She stared in awe at the object in her hand. The matter inside seemed to be moving slightly around the inside of it like a form of energy or some form of gas.

"So you're a magical girl?" A shrill voice came from a corner filled with shadows.

"W-who said that?" The girls said in unison.

"Hi." A small white creature stepped out of the corner. It was small and looked like something crossed between a cat and a fox, maybe something else as well. It had rings floating around its ears. "I'm Kyubey. Nice to meet you three. Madoka Kaname, Sayaka Miki, and Homura Akemi." The creature had a blank stare and one facial expression; never changing even for a moment.

"H-how do you know our names?" Madoka asked; caught off guard by the creatures presence. "What are you? How are you talking?"

"As I said. I am Kyubey."

"What was that you called Homura?"

"A Magical Girl."

"This isn't an anime..."

"I didn't say it was, let me explain. Your friend here made a contract with me to obtain magical powers and fight witches."

Sayaka looked at Homura in bewilderment. "Homura?"

"I-I don't remember anything like that."

"Neither do I surprisingly." Kyubey sounded intrigued with the situation, or confused. "Anyway the contract I made with her is very simple really. I granted her one wish and in return she became a magical girl and had to fight witches."

"Witches?"

"They're like magical girls but instead of a wish they're born from a curse."

"How do you know if I'm a magical girl?" Homura asked quietly.

"Because that thing that your ring turned into is called a soul gem. They get corrupted when you use magic but theres something you can use to purify them called grief seeds, they're dropped by witches when they die."

"So it's all like one big system?"

"Exactly Madoka Kaname. In fact you and Sayaka Miki could be just like Homura, Madoka."

The two girls widened their eyes in astonishment. "Us?"

"Yes powerful ones in fact."

* * *

The three girls walked through the mall quietly; spaced out think about the conversation with Kyubey from a few hours ago. They weren't paying attention and started walking into an uninhabited area of the mall where there seemed to be some construction.

Sayaka shook out of her trance and noticed the place they were in didn't even seem like a building. The scenery around them seemed very out of place and strange, nothing like she had seen before in her life.

"Uh guys?"

The other two started to pay attention as well.

"Where are we?" Homura asked shakily. "This place is weird."

"What the hell is that!?" Sayaka screamed in a terrified confusion as odd creatures started to appear around them; surrounding them and looking threatening as they slowly started to close in around the girls.

Homura tightly clung onto Madoka in fear, hoping for comfort and safety. Madoka embraced her; frightened.

Sayaka couldn't stand still from her fright and kept trying to find ways out of their situation.

Homura suddenly pushed Madoka away and took off her ring.

She suddenly changed outfits in a flash and then she had a purple diamond on her hand and a new gray, white, and black outfit with something similar to a shield on her arm.

Her transformation made the creatures back off a little. Homura pulled two pistols out from behind the shield and shot at the creatures with minimal accuracy; only hitting one or two of them after both clips being shot.

Sayaka and Madoka had their ears covered because of the loud boom form the gunfire and still looked panicked.

Homura backed up back with them; overwhelmed from the amount and her limited power against the creatures.

Madoka held onto Homura for protection as the creatures began to close in on them again.

One raised its arm to swing at them but was cut short and its arm was blown off suddenly.

This time it happened again but they heard a gunshot and looked for the source.

They saw the source as a tall blonde girl in a cosplay looking outfit gently landed on the ground in front of them.

"Need some help?"

* * *

_**I know, I know the part with Kyubey was sloppy but I didn't even want to do that part honestly. Hope you enjoyed!**_


	3. Chapter 3

_**So I apologize if I do poorly with Mami i don't know much about her. And the guy Sayaka liked and so did Hitomi (You know the guy i forgot his name) won't really be mentioned in this because i dont really want to touch up on that stuff, sorry.**_

* * *

Homura stared blankly at the Tall blond girl in front of her; equipped with something that looked like either a rifle or an old time shotgun as she shot limitless bullets into the crowd of creatures without hesitation. She had long twirls in her hair that made them looked like they'd gone through the world's biggest curling iron.

She turned to the girls with a small smile spread across her face. "Don't worry, I'll take it from here."

She bent her legs and shot herself into the air; spraying into the crowd with one rifle at a time; throwing them aside after every shot only to have a new one appear next to her for her to use. Homura and the others watched in astonishment as the blonde wiped out all the creatures effortlessly.

After a short amount of time there were no more creatures to fight and the blonde walked up to them with the same small smile. "You guys okay?"

"Modest are you? That was amazing what you just did! You're not even going to mention it?" Sayaka asked; still recovering from what had happened a few moments ago.

"What can I say?" She smiled again. "Sorry, I'm Mami Tomoe. I'm a magical girl."

"I've noticed." Sayaka said, sarcasm picked at her voice. " I'm Sayaka, that's Madoka, and that's Homura. So wait, that's it? It's over? Where's that grief seed thing Kyubey was talking about?"

Mami tilted her head, "You know of Kyubey?" She asked, not noticing Homura's Magical girl outfit.

Before Sayaka could respond a loud rumbling shook the 'room'. They looked around in panic before seeing something indescribable crawl into the room, it gave an evil presence.

"That answer your question Sayaka?" She asked before launching into the air again.

She practically floated in the air; shooting at The Witch repeatedly. The witch reacted; sending something flying towards her the size of a large boulder. She spun to the side, dodging it so barely that her back brushed against the object. She continued shooting but now she was moving as much as possible to avoid being taken down.

Mami moved to the side quickly as another object came flying but it nicked her shoulder; creating a large scratch and making her cry out in surprise.

She looked at her shoulder and was almost to late to see a long arm coming to jab at her. She moved to the side a little, dodging it cleanly and shooting as much as she could at the beast.

A large arm came far over her head; Mami was oblivious to it and charged her rifle; shooting one very powerful shot into the creature; causing it to cry out in pain; hinting at its defeat. It was no longer able to move and the one eye it had in the middle of it's "head" slowly closed and its body went limp.

Mami smirked and turned around; still in mid air and smiled at the girls. The girls smiled back; Sayaka putting up two fingers to celebrate.

Homura heard Madoka scream out Mami's name and turned quickly to see Madoka pointing at something. She turned back to see a large arm of the creature being pulled towards the ground by gravity with intense force.

"MAMI LOOK OUT!"

Mami looked up and attempted to scream but was cut off by the arm making contact with her; dragging her down to the ground with it with seemingly supersonic speed.

"Mami!"

The girls heard a loud smash as the arm hit the ground with Mami under it.

"Mami?!" The girls all yelled out; rushing towards the spot where the arm landed.

As they approached the arm started to dissolve without the life it had moments ago. As it dissolved the girls slowly caught sight of Mami.

"NO!" Madoka cried out loudly with tears building up behind her eyelids as she fell to her knees. Sayaka gagged hard and fell to the ground as well after seeing the mangled, twisted, and mutilated body of the girl they had met a few moments ago. Homura just stared with tears running down her face and a saddened expression.

_Why does it seem like I've seen similar things many times before this?_

"You know," A shrill voice rang from behind them. "She did get the witch. It seemed like it was her non observant nature that lead to her death."

"How can you j-just say things like that? Don't you even care? You knew her better than we ever did." Homura choked as she tried to scold the creature.

"Something tells me that isn't exactly true Homura Akemi."

"J-just get out of here!" Homura cried out.

"As you wish. Farewell." Kyubey disappeared like a shadow after sundown.

* * *

Homura, Madoka, and Sayaka dragged their feet on their way to school, not saying a word after their experience the day before. Madoka and Homura didn't even eat dinner, although Madoka's father had nearly forced them too.

None of them saw a sign of Hitomi and they were glad. They didn't want have to explain their moods to her. They just wanted to forget everything that had happened.

* * *

The entire day had dragged on painfully slowly and now Homura and Madoka were finally home and just went into Madoka's room. They sat in silence as they had for the entire day before this moment.

The silence was broken as Homura heard silent sobs from Madoka's bed.

"Homura..." Homura turned to see her friend crying into her pillow. "I-I can't take this... After seeing Mami..."

Homura got up and sat down on the bed next to Madoka and hugged her. "It's okay Madoka. I'm here for you." Homura said in an attempt to sooth her friend.

Madoka pushed closer to her. "H-Homura?"

"Yes?"

"Doesn't it feel like we've known each other for a really long time? Like we've been really close friends for years or something?"

Homura thought she was the only one with that feeling. She had similar feelings about the others but they were strongest when it came to Madoka.

"Yes, it really does feel that way Madoka."

"Isn't there some other kind of feeling there too?" Madoka asked. This question was more silent than the others, she seemed shy about the subject.

Homura realized what she meant and her face got hot and beat red in an instant.

"I-I-I Uh..."

Homura silently pushed closer to Madoka and wrapped her arms around her; hoping her cations would speak louder than her words.

Madoka smiled and snuggled up close to Homura.

After they both comforted each other enough for sleep they did just that.

Slept in each other's arms.

* * *

"Mami Tomoe is dead?" In a city near Madoka's there was a beaten up town that laid home for a magical girl. Kyoko Sakura, who was now having a discussion with Kyubey. "Never thought I'd see the day." She shook her and placed a piece of Pocky between her teeth.

"The feeling appears to be mutual. She was a skilled fighter but she died because she was trying to show off in front of a few potential magical girls."

"Idiot." The redhead stated as she bit down on the Pocky. "So her territory is free now eh? Looks like im moving towns."

* * *

_**Hope you all enjoyed! please review what you thought and stay tuned for my next chapter. (Sorry to all you Mami fans but she didn't exactly last long in the anime either, just saying.)**_


	4. Chapter 4

_**Look i apologize for the whole Mami dying so soon thing but I already know how everything will work out so please just bear with me and i'll make up for last chapter i promise. Oh and there will be side romance(s) but the story won't revolve around it don't worry.**_

_**-xoxo Dravenmaster**_

* * *

The red haired girl took in the sight before her. She had been to this city a few times before and even grew up in a church not far from it but she'd never seen the city like this before. Everything seemed... Different.

She reached in her pocket and a pulled out a candy bar; taking a quick chomp from it as she walked down the hill that led into the city. Mami Tomoe was dead and she felt it was her duty to take over as its magical girl. What had interested her though was the potential magical girls Kyubey had mentioned before. Who were they?

Kyoko looked towards the horizon as the sun brightened during its awakening, filling the sky with an orange tint. She breathed in the scent of the city as she approached the entrance; being overwhelmed by the smell of all different kinds of food. She took another chomp from the candy bar to distract her from the city around her and thought more about the potentials. Would they actually become magical girls? Would they be friendly like Mami or dangerous like the others?

"I wonder if they're near by..." She whispered to herself, not noticing she spoke out loud. She stopped for a minute and leaned against a near by building; clearing her mind. She tried to see if she could sense even potential magical girl energy anywhere nearby, although it was morning and it wasn't likely that they'd be awake right now. She almost shook her head of the thought before she sensed something.

"There ya are..."

One was a magical girl already, not very powerful from the energy she gave off. But the potential...

"Holy shit."

* * *

Homura woke up; opening her eyes slowly and observing everything around her with her limited vision, to tired to move her head to much. She drowsily started at the wall in front of her for a few minutes before realizing she wasn't on her normal make-shift bed on the floor next to Madoka's. Her elevation was much higher and she felt strangely more comfortable than she had in a long time.

She shivered a bit after feeling a breath on her neck. She turned her head to look behind her and saw Madoka with her arms around Homura, spooning her as she slept. Homura's face turned beat red fast as she realized the situation.

After calming down a smile took over her face and she nuzzled into Madoka's arm.

_Was that a confession we both did last night? _

She felt Madoka stir from slumber and she rolled over; facing Madoka as she awoke.

"Morning." Homrua said softly.

Madoka blinked a couple times and then almost squeaked out loud in surprise, she had a reaction similar to Homura's a few moments ago upon the same realization. "H-hey Homura." She replied in a low voice before smiling back.

They sat there for a while just staring into each other's eyes, not needing to say a word before remembering something relatively important.

"Not to uh ruin the moment," Madoka said as she sat up; still looking at Homura. "but didn't we agree to hang out with Sayaka today at the cafe?"

Homura nodded. "Yes, we did i think. When should we leave?"

"Soon."

* * *

Homura and Madoka walked side by side trying not to make it painfully obvious that they were pressed together and intended to keep it that way. They saw Sayaka walking towards them with the usual smile that she always wore; waving to them as they entered her line of sight.

"Hey guys!" She chimed, not commenting on the lack of distance between the two of them. "Let's go!" She pointed in the direction of the cafe energetically before walking in the same direction with her friends behind her.

* * *

As they stepped into the Cafe the waitress gave them a table and they sat down, beginning generic conversations you would have with friends at a cafe. Boys, clubs, other girls, weirdos from school, among other things.

Homura laughed at a joke Sayaka told and looked towards the door as a red haired girl stepped through the entrance and stared at her. Homura elbowed Madoka lightly to get her attention and pointed out the redhead as she approached them.

"Magical girls are we?" She glared at Homrua. She nodded nervously. "At least you admit it, look I'm Kyoko Sakura and let me tell you that this is my territory now. With Tomoe dead i can take this nice rich place as my own."

Madoka glared at Kyoko angrily. "Don't talk about someone's death like that! Don't you even care?"

Kyoko shrugged, placing a piece of pocky between her teeth. "Frankly I knew her and it still doesnt seem to matter _that_ much to me. I've always wanted this place as my own. Plus you ain't even half the magical girl she was so it's not like you could maintain the place." She pointed towards Homura, then turning Madoka. "_You _however have a ton of potential."

Madoka's angry glare softened a little. "Me? I'd really be that powerful?"

"You can sense it can't you purple?"

Homura never thought about it but Madoka did seem to half endless potential as a magical girl. Homura nodded silently.

"It's true, you know." The shrill voice of Kyubey rang from beside them. "Madoka would have more power than any other magical girl. She could wish for literally anything, she could become the god of this world."

Madoka's face seemed very surprised at the news. Kyubey had told her that she would be powerful but not _that _powerful. \

"Although." Kyoko spoke up again. "We can't force you to do it, not that i want you too. I prefer to rule my own area without anyone else even remotely powerful."

She nibbled on the pocky and looked towards Homura. "That reminds me, stay out of my way okay? The last thing I need is to have to kill you but I will if I have to." Kyoko's eyes were purely serious. She threw her hand up to show she was leaving and stepped out of the cafe, obviously losing interest in the situation.

"What's her problem?" Sayaka grumbled.

* * *

Kyoko was walking down the sidewalk in her normal casual outfit; hoodie, boots and shorts both with fur around the brim and looking for a place to stay for the night. She looked around, annoyed at the situation and kept walking. Her red hair lazily flew with the breeze and she shivered she frowned as she realized finding somewhere would be more difficult than she originally thought.

She stopped in her tracks as she heard a scream come from an alley. She rushed down the path; looking for what she hoped was a witch. She turned the corner and saw a familiar blue haired girl running in her direction.

"You!" She exclaimed as she got close. "Help, i think a witch is coming!"

Kyoko transformed in front of her into her magical girl outfit and got into position.

"Where's it coming from?"

Sayaka pointed to a shadow that was coming towards them oddly fast.

After a few moments the shadow closed around them and witch's lair opened around them. Kyoko looked around quickly for any familiars but saw none. "Come with me!" She grabbed Sayaka's hand and ran into the next section of the lair.

As they entered the next room a few familiars appeared and tried to contest Kyoko, who destroyed them effortlessly with her spear. They went room after room as Kyoko slayed Familiar after familiar until finally, the reached their destination.

"Stay here." Kyoko demanded. "You'll be safe."

Kyoko looked around for the witch and certainly found it. A giant spider looking creature climbed from a ledge and immediately went for Kyoko. A grin spread across Kyoko's face as she dodged a quick jab from the spider and advanced towards it quickly; running up its leg for leverage and easy access to its weak points. She jabbed her spear into its leg repeatedly as she ran to weaken the witch.

Kyoko jumped into the air as the spider attempted to shake her off. Kyoko extended her spear; as it stuck into the spider's side she retracted her speak which brought her towards the spider. She slammed her foot into the spear; sending it deep into the beast before removing it and leaping off.

Kyoko grinned again, taking the time to place pocky between her teeth as the spider investigated its wounds.

She launched in the air again ready to attack the spider, readying her spear, readying her body.

The spider spit a giant glob of poison at the red head; hitting her directly and causing her to fall to the ground.

She heard someone scream for her. She hit the ground with a hard thud.

She stared up at the spider, trying to keep her eyes open. The last thing she saw before she blacked out was a blast of blue light.

and then

black.

* * *

_**Alright there was the chapter for today. once again i apologize for the Mami thing but remember that this isn't the timeline from the anime. Hope you all enjoyed! More to come soon.**_

_**-xoxo Dravenmaster**_


	5. Chapter 5

_**Hello again I hope you enjoyed that cliffhanger from last time! the wait is over now so lets get started. (And in case you haven't noticed this story will be through the point of view of Homura and Kyoko.)**_

* * *

Kyoko's eyes opened slowly; pain rushing through body as she regained consciousness. Her sight was blurry as she recovered. The spider-witch was nowhere to be seen unless she was imagining things.

"Where the fuck did it go?" She breathed in confusion, looking around for the beast. As her vision cleared all she saw was the nearly empty room and a girl with blue hair in an outfit similar to hers.

"S-Sayaka?" Kyoko's eyes widened as she realized who was in front of her.

Sayaka turned to the red head and gave a slight smile. Kyoko noticed a small black object in her hand. _A grief seed? _

_"_No no no, Sayaka you didn't!" Kyoko yelled in disbelief and anger. She tried to get up to her feet; wincing at the pain. "You dumbass! Do you know how badly you just fucked up your life?" Kyoko leaned against a wall grunting from the pain.

"I-I did it to save your life!" Sayaka said, panicked at Kyoko's sudden anger.

"Who the fuck cares about my life? You still have friends and family and thing still worth living for, me? I have nothing."

"K-Kyoko I-"

"Ugh i just," Kyoko took a deep breath. "Look, I'm sorry but you're an idiot doing something like that to save someone else's life."

"What do you mean? Of course I'd save your life, aren't you at least thankful?"

"Didn't you hear me? You should've just tried to escape!"

"I couldn't just run and let you die!"

"That's why you're an idiot." Kyoko spoke quieter than before.

Sayaka opened her mouth to reply but stopped and turned away. "Whatever. I guess you're just soulless." She said bitterly.

"I never said i wouldn't have saved you."

She turned back around. "Then why yell at me for saving you?"

"Because you just threw your life life away moron. Your life from here on out will just be hunting witches over and over and over again with a constant fear of death. Don't you understand that? I'm not worth that." The argument slowly turned calm and quiet.

"What do you mean? Everyone's life is worth something."

"Sayaka I have nothing and now neither do you. We're the same you know?. We both became magical girls for someone else. I just hope yours doesn't end up as bad as mine did..." A trace of pain could be read from her eyes and face.

"W-what happened? If you don't mind me asking." Sayaka asked nervously, not wanting to strike a nerve.

Kyoko stayed silent for a few seconds before looking up with a cold serious expression. "My wish resulted in the death of everyone in my family." The statement brought the conversation to a halt. Sayaka looked around nervously, only then realizing that they were back in the ally where they were before.

Sayaka looked over at Kyoko again. She saw a tear drop from the red heads cheek. There was no sobbing, just tears. She walked over to the girl who was sitting on her knees on the cold ground and sat down next to her. She brought Kyoko into a comforting hug and Kyoko dug her face into Sayaka's shoulders.

* * *

Homura poured ramen into two bowls; one for her and one for Madoka and brought it over to the table. Madoka and Homura were home alone until the afternoon the next day, and her brother wasn't even there. It was perfect.

After they finished eating they both got up and walked over to the living room. As they walked the short distance Homura tripped over a small overlay in the carpet and squeaked in surprise. Madoka turned around to see what happened; resulting in Homura falling on her.

After a few second Homura realized she was on top of Madoka. Madoka looked up at her with a red face and Homura's face turned just as red.

They stared into each others eyes for what seemed like forever. Until finally.

Homura fought for courage and leaned down, pressing her lips against Madoka's. They both let out a small moan as they kissed. After a few moments they broke apart and kissed again. This process kept going for a while before they got up and went to watch TV. (While kissing and touching of course).

* * *

Sayaka opened the door to her home and gestured for Kyoko to come inside. Kyoko looked around at the fairly sizable house and was a bit surprised. "You can stay here for the next few days. My parents are out of town for a while for work. Kyoko turned to her, pocky between her teeth and grinning.

"Thanks Sayaka... I wouldn't ask if I didn't really need a place to say. I appreciate it, and uh sorry about earlier..."

"Don't worry about it."

"Oh Sayaka by the way, what did you wish for?"

Sayaka stopped in the middle of the hallway.

"I uh," She slowly turned around to face Kyoko. "I wished that you'd live... You were basically dead from your injuries so I-"

"Dammit Sayaka." Instead of yelling Kyoko just shook her head at the bluenette. "You really aren't that smart are you?"

"Are you serio-"

"Thanks anyway. I do appreciate it." She grinned at Sayaka.

They decided to just go on the couch, watch TV, and rest a bit after what had happened earlier. Although it was a little difficult for Kyoko to get to Sayaka's with her injuries they were healing quickly and she was relatively fine at this point. About 2 and half hours had passed quickly and they went into the kitchen for food.

Sayaka searched endlessly through the cabinets and the fridge and realized she had forgotten to go shopping earlier.

"So uh," She turned to Kyoko. "No food i guess until tomorrow."

Kyoko pulled out a piece of pocky and placed it in her mouth. "Speak for yourself."

"Can i have some?" Sayaka asked.

"This is my last piece..."

Sayaka sat close to Kyoko at the kitchen table. "Come on Kyoko." Sayaka begged.

"You can have half..." Kyoko compromised.

Sayaka waited patiently for Kyoko to break the piece in half but it never happened. Kyoko just looked at her with a little more than half of the pocky hanging out of her mouth. _Wait does she want me too... _Sayaka's face tinted red.

Sayaka slowly got closer and placed her mouth around the other end of the pocky, her face getting more and more red. She took small bites every few seconds, slowly closing the distance between her and Kyoko.

Their lips were mere centimeters away and Sayaka was about to let go of her end Kyoko took the last bite and closed the distance between their lips. Sayaka's eyes widened in surprise as their lips pressed against each other.

Sayaka broke the kiss. ""W-W-What're you doing?"

Kyoko smirked and leaned back towards Sayaka. "Repaying you the best I can."

Their lips smashed together once again, this time Sayaka barely resisted. After a few moments Sayaka moaned into Kyoko's lips and started to kiss back as well. They both pushed against each other's force, moaning into each other.

They broke apart to catch their breaths and looked into each other's eyes.

They kissed a few more times before deciding to get some sleep. They both went into Sayaka's bed and slept as close together as possible.

* * *

_**Ok so this chapter was meh I'll admit but i wanted to get the romances going a little so I can start with the plot again. The next few chapters will have more drama and action don't worry!**_

_**-xoxo Dravenmaster**_


	6. Chapter 6

_**Alright everyone i apologize for the wait but i didn't feel like writing all week and plus i had school stuff. But we're back now so lets get started shall we?**_

* * *

_**A week after chapter 5**_

"So then," A redhead with pocky in between her teeth looked over the lake on the edge of her new hometown, watching as the ripples from the wind made the moon's reflection look wavy. She looked towards the white creature next to her. "That _thing_ is gonna show up in almost a couple weeks?"

Kyubey looked towards her. "Yes, walpurgisnacht is coming very soon it seems."

Kyoko took a loud crunch from her pocky and gritted her teeth. "Son of a bitch. How are we gonna beat that thing? Sayaka is a newbie, Homura just learned what she's doing and Madoka isn't even a magical girl." She closed her eyes and shook her head slowly. "We're basically fucked."

"That may not be completely true Kyoko Sakura."

"What do you suggest then?"

"If Madoka Kaname becomes a magical girl then you won't have to worry. She'll be powerful enough to beat it with very little help."

Kyoko stared at the ground, thinking. "That may be true but we can't just force her into it, she has a family."

"So does Sayaka."

"She doesn't concern you." Kyoko said harshly.

"You're not likely to defeat walpurgisnacht without Madoka's powers."

"Well we might have to go against the odds then. If she doesn't want too then we might be screwed."

"I wish you luck Kyoko Sakura."

"Whatever."

* * *

Sayaka's eyes widened as she happily looked around the town around her. "Isn't this great Kyo?" Sayaka asked cheerfully. She turned to the readhead who was staring off into space. "Kyoko? You're not even gonna yell at me for calling you by a cute nickname?"

Kyoko shook her head lightly and looked at Sayaka. "What'd you say?"

"Kyoko are you okay? You seem distant." She got her face close to Kyoko's. "You know you can tell me anything."

"No Sayaka don't worry about it I'll be fine." Kyoko reassured her.

"Are you sureee?" Sayaka got in Kyoko's face and made a pouty face. "I don't like it when you're down like this."

"Yes I'm fine, don't worry." Kyoko gave a weak smile in an attempt to assure her. "Promise."

Sayaka stared at her suspiciously. "Hmm Alright but if I catch you staring off into space again I'm not letting you go until you tell me what's wrong."

Kyoko's cheeks got a tint of red at the thought. "Whatever," She looked around. "Where do you want to go?"

* * *

Homura stared at her soul gem intently. She watched the darker parts swirl around the rest and circulate repeatedly. Over the last week Kyoko has helped her learn how to fight witches a little better and she even figured out her power. She could stop time.

She had been using her new knowledge to hunt witches like any other magical girl and collect grief seeds and everything. She wasn't useless anymore. Her and Madoka had been spending plenty of time together as well, they were with the others a lot too. They would talk about things they noticed afterwards; like how Sayaka and Kyoko always seemed really close to each other all the time.

Kyoko, of course wasn't going to school they the rest of them but she found other ways to pass the time (mostly fighting and eating) and they all witch hunted together. When they first met Kyoko she had a mindset of a food chain between people, witches, and magical girls. But Sayaka tried her hardest to change that about Kyoko and she'd been somewhat successful.

Everything seemed fine now. Madoka was the only one that wasn't a magical girl and Homura liked it that way. She wouldn't be in any danger that way and Homura wouldn't have to worry. Homura liked how everything was and she didn't want any of it to change anytime soon.

* * *

Homura lay in bed next to Madoka and stared at the ceiling, unable to sleep. She got out of bed and walked into the kitchen to get some water. She got a glass out and poured some water into. After drinking it she heard a familiar voice.

"You know what's coming don't you? I know you know it somewhere in the back of your mind."

Homura jumped at the shrill voice; surprised at the sudden intrusion."Kyubey? What are you talking about?"

"Walpurgisnacht of course."

Homura's eye's flashed open as wide as possible. Sudden images of people lying in pools of deep water, dead flowed through her mind. They didn't seem like visions, but like memories.

"T-That does sound... Familiar."

"You're going to have to convince Madoka to become a magical girl in order to defeat it."

'Never."

"Then you'll let millions, possibly even billions die?"

"I-" She looked at the ground. "I-I just don't want her to be in danger."

"I'll never understand why you humans care so much for one another."

"It's called love. Doesn't your race feel love?"

"We're immune to emotion actually."

"That explains a few things."

"Now, about Madoka?"

* * *

"Wait what?" Sayaka's eyes were wide as her partner explained what had been bugging her all day. "Are you serious?"

Kyoko's expression was blank. "Dead serious. Maybe we wouldn't need her if Mami was still alive but... That's not the case."

"What even is this walpurgisnacht thing?"

"The deadliest of witches. It could even destroy the world if it isn't stopped."

"We have to talk to Madoka."

"If anyone can do it it's either you or Homura."

"Maybe I'll try."

"Just remember, you can't force her into it. She has to be willing to do it."

"I'm sure I can do it."

"Hopefully you can." Kyoko smirked at her. "Now come to bed dumbass."

* * *

_**Short prep chapter i apologize but whatever i don't have time lately. Hopefully i can update soon. see ya guys!**_


	7. Chapter 7

_**Sorry for the long wait, but i had stuff to do and homecoming was this weekend so I was busy. Now, Let's get started shall we?**_

* * *

Homura stared blankly at the ceiling above her, the words of Kyubey ringing in her head.

_"You have to convince Madoka to become a Magical girl to defeat it."_

She shivered at the though of Madoka being in danger. She felt in danger when she went up against normal witches, but this _thing_ was far worse than anything she had ever gone up against. She had decided not to tell Madoka, at least for now until she figured everything out.

"Yo, Homura you tell her yet?" The voice of Kyoko softly made its way to my ear as she crouched next to her as I laid on the couch. She turned her head to face her, eagerly waiting for a reply.

"No, no I haven't."

"You need too. I know how you feel about her, but not telling her could result in the end of the world. Stop being stupid and tell her."

"I can't do it Kyoko."

"You're being an immature, overprotective, senseless moron. Just tell her."

Homura sat up. "No."

Kyoko gave her a frustrated glare and stood back up. "Whatever."

Kyoko walked over to the dining room table and sat down next to Sayaka, who was having a conversation with Madoka. They had all gone to Madoka's house to hang out for a bit.

Homura got up and walked over to sit next to Madoka. They talked like normal except everyone either than Madoka seemed to be a little anxious.

"So Kaname," Kyoko grabbed the pink haired girl's attention. "There something we all need to talk to you about."

Madoka slightly tilted her head to the side, curious. "What is it guys?"

Homura tensed up severely as Kyoko's lips started to move again.

"Well there's this thing happening in a little over a week or so," Kyoko smirked at Homura. "It's a very powerful witch tha-"

"STOP!" Homura slammed her fist onto the table furiously, glaring at Kyoko angrily. "Please Kyoko! Don't drag her into this!"

Kyoko's grin fell from her face, giving her a rarely seen serious expression. "Look dumbass, if i don't tell her then a lot of people might die. A lot more than needed. Do you not realize someone I love is gonna be fighting this thing too? Me and you aren't gonna be the only ones risking our lives to fight this damn thing. Stop being so god damn selfish and get your head out of your ass." Kyoko's expression didn't turn angry, nor did her voice as she lectured Homura like a mother does her child.

Homura gave her a solid stare. Then she slowly nodded. "I... See your point Kyoko."

Kyoko returned the nod. "Thanks. Now Madoka," She turned back to the pink haired girl. "There is a witch coming soon that is amazingly powerful. We need something or someone extremely powerful to help us defeat it. You remember Kyubey saying how powerful of a magical girl you would be? We need you. It's extremely dangerous, but you'd be saving a lot of li-"

"I'll do it!" Madoka stood up and slammed her palm on the table, determined look on her face. "I'll help you guys save the world." Kyoko's grin returned to her face as she stood up as well, offering a hand to Madoka.

"Well then," She gave her a strong and respectful handshake. "Let's get started."

* * *

"So you wish to make a contract with me Madoka Kaname?"

Madoka looked directly at the creature, determined. "I do."

"What is your wish?"

Madoka looked behind her, at all of her friends with an eager look on their faces. She leaned in and whispered something to Kyubey.

"Then so be it. You are now a magical girl."

A bright pink light blinded everyone around her as Madoka began her first transformation.

As the light faded away they caught sight of their friend once again. This time she was in a different form. She was the newest and most powerful out of the group now. They all stared in awe as they observed Madoka's magical girl outfit.

Homura ran up and wrapped her arms around Madoka. "You look good in that." She complimented.

"Now then ladies," Kyoko stepped forward. "We got a lot of training to do."

* * *

_**8 Days after Madoka's transformation. **_

Kyoko stared at the girl next to her in bed. She took in every inch of her body. From her silky blue hair to her smooth legs. She couldn't help but smile at the sight of Sayaka sleeping with a cute smile on her face, snuggled into her pillow.

Kyoko brushed the hair from the sleeping girl's face and planted a kiss on her cheek. Sayaka's eyes slowly opened and she found herself staring into Kyoko's eyes; her face beat red.

"K-Kyoko?"

"Hey there cutie."

Sayaka blushed even harder at the compliment from her girlfriend.

Kyoko rolled back onto her back. "It's tomorrow isn't it?"

"Yes. Yes it is tomorrow." Sayaka crawled forward a little and cuddled up against Kyoko.

Kyoko put an arm around her. "Man, I really hope this goes well."

Sayaka kissed her neck. "Me too."

Kyoko kissed her forehead softly before falling asleep with the girl she loved wrapped in her arms.

* * *

Homura took a step forward onto a rock that overlooked the area around them, where walpurgisnacht would spawn any moment now. Everything seemed so peaceful; like it would always be this way and no threat to the world was about to suddenly appear.

She looked behind her at her friends, her teammates, her allies against the most dangerous threat ever.

"Today," Homura started; grabbing everyone's attention. "Will be the toughest day of our lives. But together I know we can beat this thing. Against us, walpurgisnacht doesn't stand a chance."

Everyone gave smiles and nods at her attempt at motivation.

Then Homura locked eyes with Madoka and had a moment of peace. A final moment of clarity before...

The ground suddenly began to shake as the spawning of walpurgisnacht began. After that final moment of peace all there was,

was chaos.


	8. Chapter 8

_**And here we are with one of the final chapters of All But Forgotten. I hope you've all enjoyed up to this point and continue to enjoy it until the end. (There may be a part in this chapter that seems stupid, but just keep reading and you'll find that that's not the case)**_

* * *

Homura took a step forward onto a rock that overlooked the area around them, where walpurgisnacht would spawn any moment now. Everything seemed so peaceful; like it would always be this way and no threat to the world was about to suddenly appear.

She looked behind her at her friends, her teammates, her allies against the most dangerous threat ever.

"Today," Homura started; grabbing everyone's attention. "Will be the toughest day of our lives. But together I know we can beat this thing. Against us, walpurgisnacht doesn't stand a chance."

Everyone gave smiles and nods at her attempt at motivation.

Then Homura locked eyes with Madoka and had a moment of peace. A final moment of clarity before...

The ground suddenly began to shake as the spawning of walpurgisnacht began. They all looked around them as their enemy began to show itself slowly.

She turned and faced where it now was. They all stood in shock.

The thing in front of them wasn't even similar to the other witches in appearance. Most of the witches had resembled an animal, or creature of some sort but this was different.

Before them was a giant _building_. At least that's what it looked like.

_Wait a minute..._

Homura gave it a closer look and she formed the shape out to be... _A woman!_

The giant floating thing in front of them appeared to be an upside down woman with a dress on and a jester hat. Coming out of the end of her dress was something that seemed like gears in a clock, or something similar.

"What the fuck is that thing?" Kyoko stammered in shock. Not many things scared Kyoko after the night her father had snapped, but this was one of those few things that did scare her. Kyoko ran up to the front of the group; past Homura as she shook off her fear. She faced the girls with a cocky grin. "Whatever it is, let's destroy the damn thing. It can't beat us if we're together." She placed a piece of pocky between her teeth and turned to face the monster. "You hear that mother fucker!? We're coming for you!" She turned back to the group as they each finished their transformations. "What'd ya say? Shall we get started?"

They each gave her a confident nod and stood beside her; now sharing her determination. They each gave out a battle cry and launched high into the air; aiming for the creature threatening their world.

Walpurgisnacht turned to face them and the wide toothy smile seemingly sewn into the mask-like face looked as if it grew.

Sayaka and Kyoko immediately charge forward quickly to get into their attack range. Long tendrils came from the creature; attempting to knock them out of the air as the girls dodged them one by one.

Sayaka slipped past the tendrils and sliced at them; cutting them down a bit and even cutting some off entirely. She got the creatures body as Kyoko did, slicing at it repeatedly with her short sword.

Kyoko stabbed at it; dragging her spear down its side after penetrating its barrier of what seemed like impossibly hard cloth. After making tears down its side the creature took notice to the girls. They panicked as more and more tendrils came at them; dodging them all and getting distance from the creature entirely.

"Sayaka, Kyoko get back!" Homura ordered telepathically.

They did as told and in what seemed like a millisecond there were seemingly hundreds of missiles heading towards the beast; along with several arrows raining down from Madoka.

Smoke surrounded the being as the explosives hit, along with the arrows. They all breathed heavily and were silent as they waited for the smoke to clear.

The smoke cleared to reveal the injured creature. It was still striving, but wasn't _as _strong as a few moments ago.

"At least we're weakening it." Kyoko said confidently. "Like I said, this thing doesn't stand a chance." She and Sayaka then dashed off again towards the creature.

Madoka kept moving around and firing arrows, with Homura firing rockets and bullets at its other side; trying to avoid injuring the melee fighters.

As they kept up their fighting walpurgisnacht became weaker and weaker, but no matter how much effort they put in they couldn't fix the damage it had already caused. Homura looked around at the city surrounding their battlefield. Buildings were smashed and broken, neighborhoods were destroyed, families were probably destroyed, although meteorologists saw this upcoming event as some kind of natural disaster, and had advised most people to evacuate. There were still those that couldn't leave.

Her attention went back into the battle; pausing time to set up rockets to all fire at once. Every blast like that weakened it significantly.

_We can actually do this. _

Kyoko jabbed her spear into walpurgisnacht roughly; going as deep into its interior as possible. "Die fucker! Die!" She shouted as she jabbed it again and again. Her heart dropped as she heard a screech from beside her. She looked to her left and saw Sayaka had been caught by one of the tendrils. "NO!" Kyoko launched forward; only to be sent backwards from the force of Sayaka being launched into a building. "SAYAKA!" Kyoko screamed and rushed towards the flailing figure of her lover.

Madoka looked over at the scene. "Homura, we have to finish this soon."

"I know."

Kyoko sat down next to Sayaka; who was sitting up weakly against the wall she had been hurled into. She searched her for serious wounds furiously.

"You're okay right? Come on Miki, please tell me you're alright!" Sayaka smiled weakly at Kyoko.

"I'm alright."

"Holy shit Sayaka you scared the fuck out of me!" Kyoko leaned forward and hugged the bluenette lovingly. Then she felt something poke at her stomach.

"S-Sayaka?" Tears began to well up in her eyes as she looked at the large, sharp stone sticking out her Sayaka's stomach. "No no no no no NO!" Kyoko cried out. "Not you too! You can't do this to me!" Kyoko buried her head in Sayaka's chest; hoping all the problems would just magically disappear from the comfort of her love.

Sayaka weakly lifted Kyoko's head and pressed their lips together. "I'm sorry I lied." Sayaka's eyes started to water as well. "I'm in much pain." Her eyes stared into Kyoko's deeply. "The pain is actually starting to fade now Kyo..."

"Sayaka please! I love you! You can't leave me! Why'd you have to get caught you dumbass! You're so stupid, stupid, stupid, stupid..." Her voice trailed off as she cried into her girlfriends chest.

"I... Love you too..." Kyoko looked up at Sayaka; seeing the light from her eyes dim, as well as her soul gem.

Kyoko took one last, long look at Sayaka; tears still streaming down her face. "I'm the stupid one..." She turned and looked up at walpurgisnacht and her friends who were fighting it.

Her soul gem started to glow even brighter in fury, in grief, in a need for revenge. She stood up and stared at her enemy.

"You..." She started to run towards the edge of the building floor.

"You... SON OF A BITCH!" She shouted furiously as she leapt back into the air to join her friends.

She got directly in front of walpurgisnacht and stared dead into its center, the closest thing to an eye.

"There are two thing left in this world l still love." She stood on a small platform directly in front of the beast. "Food, and Sayaka Miki. You took Sayaka away from me, so now I must make you pay dearly."

Her spear started to grow in width, length, over all it became bigger and bigger. She launched into the air again; extending the spear to a curve and making a slicing motion through the air with power.

"DIE!"

The power of her grief, love, and anger gave her the power to finish it off. Her spear sliced it into two. It was gone. Sayaka was avenged. But it still didn't feel right.

They all got to the ground and sat down to recover.

Homura looked around at the scene around her; suddenly she had a headache.

_Why does this all seem so familiar? Like I've done this before or something._

She closed her eyes and rubbed her head in an attempt to soothe the ache. The result was something entirely different.

Homura's soul gem lay beside her, and the other two took out theirs.

The red of Kyoko's could barely be seen anymore. She had used so much energy that her soul gem was almost completely black.

Madoka looked over at the redhead, who was staring blankly at the ground with tears still falling from her face and soundless sobs shook her body. Madoka looked at her grief seed and Homura's.

They had only two grief seeds, but they all had very corrupted soul gems. Madoka looked at the grief seeds in her hand and made her decision.

* * *

The three of them woke up from the slumber they had fallen into from exhaustion that followed the battle. Kyoko looked over at Madoka who seemed very troubled.

"Madoka, what's wrong?" In Madoka's palm held the answer to her question. Madoka was holding her Soul gem; which was completely black. Kyoko quickly looked down at hers, it was perfectly fine with a grief seed next it. Same with Homura's.

"M-Madoka no, you didn't!" Homura gasped. She jumped on top of the pink haired girl.

"Stupid! Why wouldn't you let me save you!? Why do you never think about yourself?"

Madoka let out a small laugh.

"Sorry Homura... Guess this is it huh?"

Before Homura could respond Kyubey's voice cut in.

"Actually, she won't be dying with her soul gem like that. She'll simply go through a transformation."

"What're you talking about?"

"She will now turn into a witch."

* * *

**_I apologize if it seemed kind of rushed towards the end but that happens to me sometimes. The next chapter will be the last. I hope you enjoyed!_**

**_-xoxo Dravenmaster._**


	9. Chapter 9

_**I apologize for waiting 10 days to write this chapter but I didn't feel like writing honestly so it couldn't be helped. Hope you enjoy the last chapter!**_

* * *

"A witch? That's impossible!" Homura screamed at the small white figure. "How can a magical girl turn into a witch?" She turned frantically to Madoka who was struggling on the ground.

"it's very simple actually. When your soul gems get corrupted enough, they turn into grief seeds." Kyubey's unmoving expression stared blankly at the girls in front of it. It's emotionless nature unaware of what they were going through.

"Madoka... You idiot." Kyoko sobbed. "You and Sayaka both..." She looked up furiously with anger burning in her eyes. "At least Sayaka was smart enough not to straight up kill herself!"

"However it was Sayaka Miki's fault that she di-"

"SHUT THE FUCK UP!" Kyoko's spear appeared and extended far enough to stab through the creature's eye. More tears rolled down her face. "You don't deserve to speak her name... Let alone insult her."

A few feet away from the conflict Homura was trying to comfort Madoka as though it would somehow save her. She slowly stroked her hair and whispered soothing things to her. Madoka tried to keep a smile on her face as darkness swam throughout her mind and body.

"Homura..." She whispered.

Kyoko's angry stare shook off as she looked over at the couple. "Wait a minute..."

"W-what is it Madoka?"

"I..." Her eyes closed. "Love you..."

Kyoko came up from behind and swept Homura off of her feet. "We need to get out of here Homura!" She screamed at the girl. "She's about to change!"

Homura tried to resist for a few seconds before letting Kyoko yank her away from her love. Kyoko and her ducked behind a giant piece of rubble from the previous battle.

Madoka wailed loudly as her body pulsed in agony. Her screams got more and more demonic sounding as they went on before they stopped.

Silence invaded the world instantly and seemed like it lasted for years. Homura peered over her barrier to look at what was happening. Madoka was sitting on her knees quietly and was shaking as if she was sobbing.

"M-Madoka?" She stammered quietly.

Madoka's shaking stopped suddenly. She slowly turned her head towards Homura. Her eyes leaked black, as did her mouth, which was in the form of a cruel smile. The world around them suddenly erupted with the color of black. It took over all the light and seemed like a pure explosion of darkness. Homura ducked back under cover quickly and looked at Kyoko with a terrified look.

A large gust of air blew their cover onto them fiercely. They lifted it off of them only to feel the harsh wind nip at their skin. The two of them got their distance from Madoka and found a leverage point.

"Kyoko, what do we do?"

Kyoko's expression was blank and stone-like. "We have to kill her." She stated. The words that escaped her mouth gave Homura a terrified expression. "K-Kill Madoka? Nonononono we can't!"

"What other choice do we have Homura? We're magical girls and she's a witch. That's the natural order of things in this world."

Homura stared at her in disbelief. "She's our friend Kyoko! We can't just kill her!"

"No." She turned to Homura in anger. "She _was _our friend Homura. Now she's a monster. Do you really think she cares about you anymore? She isn't Madoka anymore, she never will be again."

"But Kyok-"

"Do you see what she's doing? She just became a witch and look at this. Believe me I know how hard it is to believe that someone could just change into evil suddenly..." A tear rolled down her face at the memory of her father. "I really do. But we have to fight her. We have to fight her to survive and keep the world safe."

Homura looked over the destruction her former love had caused in a few short moments. She looked over the world around her and took a deep breath.

Tears streamed down her face, but she didn't sob. She turned to the redhead. "Okay. Let's cure her of her evil."

A portion of Kyoko's cocky grin reappeared and she faced the direction of the beast.

"Let's do this." Kyoko placed a piece of pocky in between her teeth and launched into the air.

Homura paused time and lined up as many rockets as she could manage.

Kyoko charged forward in a furious burst of speed with her spear extended. She stabbed her spear hard into Madoka's surface. The beast form of her friend screamed in agony and swung at Kyoko with her massive arm. Kyoko swiftly jumped out of the way and jabbed Madoka's arm.

"Clear out!"

Kyoko pressed her feet onto Madoka's skin and pushed off as hard as she could. As she flew back rockets assaulted her repeatedly and she cried out in pain and fury.

"Nice job Homura, let's finish this as soon as possible shall we?" She charged back at Madoka and repeatedly stabbed and jabbed at her; dodging her attempted attacks as she did so.

Madoka's arm grabbed a hold of Kyoko; who panicked immediately, writing in her grasp. Homura appeared with a large knife and shoved it into Madoka, forcing her to let go of Kyoko.

Kyoko spun around and slashed at the arm with unbelievable speed, cutting it down. The arm weakly attempted to hit her again but she just continued slashing. After warning from Homura she backed off as her opponent was bombarded with what seemed like thousands of rockets.

Madoka let out a hideous screech and a pulse of energy was released from her; sending her opponents backwards.

Kyoko hit a wall hard and landed on all fours with a solid thud.

Homura slid across the floor as she landed from the force. She heard a scream as one of Madoka's massive arms made hard impact on Kyoko; cutting her scream short.

"No!"

The arm lifted and Kyoko seemed limp. "You think that's all it'll take? You ain't killing me with such little force. You should know me better than that Madoka!" She got up to her feet and launched herself back into the air with her spear and her both glowing bright red. She began to spin and quickly she began crashing downwards in Madoka's direction.

"Kyoko! What're you doing! You'll die!"

"Heh, please."

Kyoko made impact with Madoka, drilling into her and through her. Madoka screamed loudly from the pain and the new hole in her body. Kyoko landed and grinned.

"How do you like that?" She chuckled a little bit before she was cut off from a massive arm smashing her into the ground once again.

"That... All you got?" She said weakly as she attempted to get back to her feet. The arm came back down onto her again. And again. And again.

"No..." Homura dropped to her feet. as her mind flooded with images of her dead friends. "Not again." Her memory had finally returned and it was crushing her even more than the scene in front of her. Witch Madoka, dead Madoka, sad, happy, angry, annoyed.

"How can this happen again? Maybe I really can stop it again. It's not like i can beat Madoka on my own..."

She stared at her shield. _I can stop it for real this time._

The gears turned slowly and everything around her disappeared.

Then she looked around and found herself in the same hospital room she had been in so many times before.

* * *

_**Sorry if the end seemed sloppy but I could barely write this chapter. Hope you enjoyed "All But Forgotten". Love you guys!**_

_**-xoxo Dravenmaster**_


End file.
